[CIC letterhead]


 


Exhibit 10.76


 


December 3, 2015


 


SG Phoenix LLC

110 East 59th Street, Suite 1901

New York, NY 10022

Attn.: Andrea Goren, Member


 


Re: Compensation Deferral


 


Dear Andrea


 


Reference is made to that certain Note Purchase Agreement, dated
as of November 25, 2015, by and among Communication Intelligence Corporation (the “Company”) and certain accredited
investors (the “Note Purchase Agreement”). All capitalized terms used herein that are not defined shall have
the meaning assigned to those terms in the Note Purchase Agreement.


 


This letter will serve to confirm that you have agreed to defer
compensation owed to you (and to be owed to you provided you continue to provide your services to the Company for the applicable
period), as set forth herein. In exchange for the deferral of your compensation as set forth on Exhibit A attached hereto
(the “Deferred Compensation”), the Company agrees that such Deferred Compensation will be an unsecured obligation
of the Company with the same terms and subject to the same provisions, mutatis mutandis, as those set forth in the Note.


 


For any Deferred Compensation owed as of September 30, 2015,
interest will accrue commencing on October 1, 2015. For any Deferred Compensation generated in any given month starting with October
2015, interest will begin to accrue beginning on the first day of the following month. For example, if $1,000 of Deferred Compensation
is generated in October 2015, interest will first begin to accrue on such amount starting November 1. No interest will accrue on
such amount during the month of October.


 


This letter shall be governed by, and construed in accordance
with, the laws of the State of New York excluding that body of law relating to conflicts of law.


 


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Deferred Compensation Side Letter –
SGP 


Page 2


 


Please indicate your agreement and acceptance of the terms and
conditions of this letter agreement by executing this letter agreement in the designated space below.


 


Very truly yours,


 


COMMUNICATION INTELLIGENCE CORPORATION


 


By:   /s/ Craig Hutchison                                       

Name: Craig Hutchison

Title: Vice President and Assistant Treasurer


 


AGREED AND ACCEPTED:


 


SG PHOENIX LLC


 


By:    /s/ Andrea Goren                                          

Name: Andrea Goren

Title: Member


 






    	 



    	 



    

 


EXHIBIT
A


 


Deferred
Compensation for SG PHOENIX LLC


 


Estimated through March 31, 20161.


 


	Amount	Month	Year	 	Amount	Month	Year
	$15,000.00	July	2013		$15,000.00	March	2015
	$15,000.00	August	2013	 	$7,500.00	May	2015
	$15,000.00	September	2013	 	$15,000.00	July	2015
	$15,000.00	October 	2013	 	$15,000.00	August	2015
	$15,000.00	November	2013	 	$15,000.00	September	2015
	$15,000.00	December	2013	 	$15,000.00	October 	2015
	$15,000.00	January	2014	 	$15,000.00	November	2015
	$15,000.00	February	2014	 	$15,000.00	December	2015
	$15,000.00	March	2014	 	$15,000.00	January	2016
	$15,000.00	April	2014	 	$15,000.00	February	2016
	$15,000.00	May	2014	 	$15,000.00	March	2016
	$15,000.00	June	2014	 	$15,000.00	July	2013
	$15,000.00	July	2014	 	$15,000.00	August	2013
	$15,000.00	August	2014	 	$15,000.00	September	2013
	$15,000.00	September	2014	 	$15,000.00	October 	2013
	$15,000.00	October 	2014	 	$15,000.00	November	2013
	$15,000.00	November	2014	 	$15,000.00	December	2013
	$15,000.00	December	2014	 	$15,000.00	January	2014
	$15,000.00	January 	2015	 	$15,000.00	February	2014
	$15,000.00	February	2015	 	
        $15,000.00 
	March	2014
	 	 	 	 	
        $457,500.00 
	 	 



 

 

 

 


 



1
Actual Deferred Compensation will depend on timing of the Next Equity Financing.